This article analyses the processes of market-driven change in two professional service sectors, Research and Development (R&D) and the National Health Service. Building on these sectors’common experiences, the article proposes a general model of market-driven change in professional services, highlighting the complex and multi-level nature of the process. It is argued that, while market-driven change is an increasingly practised and observed phenomenon, its complexity has been widely underestimated. For managers, the problem is one of synchrony between different levels in the change process, with the top strategic level particularly liable to lag changes at other levels. For academic observers of new market forms of control, the risk is of repeating the simplifications of early ‘labour process’ analyses of hierarchical control.